Capital Z Partners Management LLC

Item 5.         Fees and Compensation

We receive management fees from certain of the Funds as compensation for our services.
The terms of the management fees may vary among the Funds and typically range from
1% to 2% per annum. Management fees are not generally negotiable, although they may
be waived, reduced or calculated differently in our sole discretion. Management fees
typically are due and payable at the beginning of each quarter, and they are either
deducted from the capital accounts of limited partners of a Fund or are called from
limited partners. The management fee for any period in which we serve as the
investment manager of a Fund for less than a full period (quarterly or otherwise) is
typically pro-rated accordingly.

Other Fees and Expenses

We may receive management, directors, consulting, monitoring and other similar fees
and transaction fees in connection with the activities of the Funds (“Other Fees”). In
addition, we may be reimbursed by the Funds’ portfolio companies for expenses that we
incur in connection with its performance of the services that give rise to the Other Fees.
We also may receive fees or other forms of compensation payable by a third party as a
result of the failure to consummate a proposed investment by one of the Funds (“Break-
Up Fees”). We typically negotiate the Other Fees and the Break-Up Fees on a case-by-
case basis in connection with a particular transaction. We do not collect any Other Fees
that are not clearly disclosed to a Fund’s investors.

The management fee that a Fund pays us is sometimes, but not always, reduced by a
portion of the Other Fees and Break-Up Fees, if any, received by us in connection with
the activities of that Fund.

Each Fund will typically pay all costs and expenses relating to its operations, including,
but not limited to: legal, auditing, consulting and accounting fees and expenses; expenses
of meetings of its advisory committee and of its limited partners; insurance,
indemnification and other expenses associated with the acquisition, holding and
disposition of proposed or actual portfolio investments; all extraordinary expenses, such
as litigation; interest on and fees and expenses arising out of all permitted borrowings
made by the Fund; all third-party expenses relating to unconsummated transactions; all
expenses of liquidating the Fund; and any taxes, fees or other government charges levied
against the Fund and expenses incurred in connection with any tax audit, investigation,
settlement or review of the Fund. Each Fund’s limited partnership agreement sets forth the
basis pursuant to which it pays or reimburses us for expenses. Until such time that we hold
a closing in respect of a new traditional private equity fund (i.e., a vehicle that will invest
in a diversified group of portfolio companies), we do not expect to encounter a situation
in which we need to allocate expenses among multiple Funds, except in relation to the
allocation among the Funds of expenses related to general partnership liability coverage
(which are allocated among such entities pro rata based upon the amount of invested
capital as of the end of the preceding calendar year). We will maintain a record of those

instances in which we allocate costs and expenses between or among Funds and the
methodology of such allocations.

Neither we nor any of our “supervised persons” accepts compensation for the sale of
securities or other investment products.

Item 7.        Types of Clients

We manage private investment funds that are exempt from registration under either
Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act of 1940, as amended.